This By-law contains the rules under which the Golden Horseshoe
Co-operative Housing Federation operates. The Co-operative Corporations Act
regulates how the Federation must be run. Certain parts of the Co-operative
Corporations Act contain rules which are not included in this by-law. You should
refer to them when appropriate. After some of the terms in this By-law we have
included in brackets the sections of the A
Act@ that apply to that term.

...........................................................................1.
GENERAL

1.1 Interpretations

a) In these By-laws and elsewhere,
the Golden Horseshoe Co-operative Housing Federation may be referred to as A
GH-CHF@ or the A
Federation@ .

c) The word A member@
shall mean the member organization or its delegate or alternate (when acting as
delegate).

d) In these By-laws, unless the context requires otherwise, the
singular includes the plural and vice versa.

e) In these By-laws, any term defined in the Act will have the
meaning as used in the Act.

f) A By-law@
means any by-law of the Federation in force at the time.

1.2 Priority of this By-law

a) This By-law takes the place of all previous by-laws or
resolutions of the GH-CHF. Any future by-law can only amend this by-law if the
future by-law states that it is doing so.

b) If there is a conflict between documents, the documents will
govern in the following order:

C the Act

C the Articles of Incorporation

C this By-law

C the other by-laws of the
Federation unless the by-laws state differently.

1.3 Location of Head Office

a) The head office of the Federation will be located at such
a place approved by the Board of Directors.

b) Should the federation be dissolved, after payment of all
debts and liabilities, the Federation=
s remaining property will be distributed to a Canadian charitable housing
organization of the Director= s
choice.

1.4 Mission Statement

a) To provide a forum for communication, information sharing and
skills exchange for the betterment of the co-operative community.

b) To provide a better understanding of the principles of
co-operation among co-op members, staff, politicians and the communities where
co-ops are located.

c) To provide a collective voice for the housing co-ops in the
region served.

d) To enter into activities and contracts which will benefit
housing co-operatives individually and collectively.

1.5 Human Rights

The Federation is not discriminatory, and abides with the
principles of the Human Rights Code.

C be approved by the Federation
Board of Directors under one of the membership categories

2.2 Membership Categories

a) Full Membership

Organizations eligible for full membership in the Federation can
be housing co-operatives, staff organizations and operational services groups.

i) Housing co-operative means a corporation that:

C is incorporated.

C has a primary objective to
provide housing for its members.

C operates on a not-for-profit
basis.

C is a member of the
Co-operative Housing Federation of Canada

ii) Staff Organization means a corporation that:

C is incorporated.

C operates on a not-for-profit
basis.

C is made up primarily of
persons who provide on-site services to housing co-operatives

C is a member of the
Co-operative Housing Federation Of Canada.

iii) Operational Service Group means a corporation that:

C is incorporated.

C operates on a not-for -profit
basis.

C has as its primary object,
the provision of management, staffing or operational services to occupied
housing co-ops.

C is a member of the
Co-operative Housing Federation of Canada.

b) Affiliated membership

The Federation has membership categories that have all the
rights of membership except that they cannot vote at general members=
meetings, serve as a Director or be a chairperson of a committee, task force or
working group. Affiliated memberships include Associate members and Honourary
members.

i) Associated members are individuals or organizations who
support the concept of co-operative housing and are not affiliated with an
organization eligible for full membership.

ii) Honourary members are individuals who have been recognized
for their significant contribution to the Federation.

2.3 membership Dues

Each member must pay annual membership dues. The Board and
the members decide on the amount and terms of these dues.

2.4 Transferring Membership

A member cannot transfer membership from one category to another
without Board approval.

2.5 Withdrawing Membership

A member can withdraw from the Federation by giving six months
notice to the Secretary of the Federation. No refund of paid dues will be
granted.

A member will be deemed to have given notice if they have not
remitted their annual dues 30 days after the start of the membership year and
have not contacted the Federation to confirm their intention to remain members.

2.6 Expelling a Member

The Board can expel any member for just cause, provided that the
procedure for expulsion is in accordance with the Act (Section 66). The reasons
for expelling a member include:

C not attending three
consecutive meetings.

C not paying the annual
membership dues or any other amounts owed to the Federation.

C not supporting the goals of
the Federation.

...................................................3. MEETINGS
OF MEMBERS

3.1 Place of Meetings

Meetings will be held within the
area served by the Federation and will be conducted according to these by-laws.

3.2 Annual Members=
Meetings

The Federation must hold an annual members=
meeting no later than:

C 15 months after the last
annual meeting.

C six months from the end of
the Federation= s fiscal year.

3.3 Regular Members=
Meetings

The Board must call regular meetings of the members. The members
decide how often meetings will be. There must be at least one meeting per year.

3.4 Special Members=
Meetings

The Board can call special members=
meetings at any time. The notice of the meeting must state the business that the
Board wants to deal with.

3.5 Notice of Meetings

Notice of meetings must be mailed to each member at least 10
days before the date of the meeting.

3.6 Meeting Agenda

a) The agenda for each annual meeting must include:

C approving the auditor=
s report

C approving the financial
statements

C appointing the auditor for
the next year

The agenda usually includes the election of Directors and
reports from the Board, committees and staff.

b) The agenda must also include the general nature of any other
business to be dealt with at the meeting. Members can raise any matter at a
meeting but they cannot vote on it if it was not included in the agenda.

3.7 Quorum

a) At any general members=
meeting, 20% of full members must be present to make quorum so that business may
be conducted. If quorum is not present within 30 minutes of the starting time of
the meeting, the meeting is formally dissolved. Discussion of the agenda may be
held if the members present agree, but no resolutions may be passed.

b) If members have requisitioned a meeting and there is no
quorum present 30 minutes after the meeting was scheduled to start, the meeting
must be called off. Those present do not have the right to continue the meeting
as in 3.7 a. The Board does not have to call another meeting in response to the
requisition.

3.8 Attendance by Non-members

a) Employees of the Federation who are not members have the
right to attend and speak at members=
meetings unless the members decide otherwise.

b) Other non-members can attend and speak at meetings only if
the chair gives permission. The members can reverse the chair=
s permission. Non-members cannot vote or make motions.

3.9 Record of Meeting

The Secretary is responsible for recording the names of all
persons who attend member= s meetings
and the recording of the minutes.

3.10 Chairperson

a) The President, or Vice-President, shall normally chair the
meeting.

b) If the President and Vice-President are still absent 10
minutes after the meeting is scheduled to start, the members must choose a
chairperson from amongst those present.

c) The President or Vice-President can recommend the approval of
another person to chair a members=
meeting.

3.11 Conduct of Members=
Meetings

Unless an alternative method is decided upon at the beginning of
the meeting, the meeting will be conducted by the rules set out in the Act, or
by Robert= s Rules of Order, or by
Joel Welty= s Book of procedures, as
decided by the Board of Directors.

3.12 Voting

a) Each member organization in the Federation can appoint a
delegate and alternate to attend the meetings. The member will notify the
Federation of their appointments by submitting a completed Delegate/Alternate
Registration.

b) Each member of the Federation has 1 vote which can be cast by
either the delegate or the alternate.

c) Delegates or alternates who are unable to vote cannot appoint
someone else to vote for them. Proxy votes are similarly not allowed.

d) A majority vote is needed to make any decision unless a
by-law or the Act states differently.

e) A two thirds majority is needed to pass or amend by-laws.

f) An abstention is not counted as a vote. A tie vote defeats
the motion.

g) The chairperson will not vote unless:

C the vote is by ballot

C the chairperson=
s vote is needed to break a tie

.............................................................4.
MEMBER CONTROL

4.1 Powers of Board and Members

a) The Board runs the business of the Federation. The members do
not do this directly. The powers of the members include:

C electing Directors under 5.5
/ 5.6 of this by-law.

C removing Directors under 5.8
of this by-law.

C approving the budget and
member dues.

C requisitioning Directors to
act under article 4 of this by-law.

C appointing the auditor each
year.

b) The Act allows members=
meetings to make decisions if:

C the by-laws or the Act say
that a members= meeting must
decide something.

C the by-laws or the Act give
members the right to overrule a Board decision.

C members follow the procedures
in the Act and in Article 4 of this by-law.

4.2 Requisition for Passing a By-law Or Directors=
Meeting

a) Ten percent of the members can requisition the Directors to
pass any by-law or resolution. They must sign and deliver a notice to the
Federation office. The notice must state the wording of the by-law or
resolution.

b) The Board does not have to comply with the notice. If it
wishes to comply, it must pass the by-law or make the decision within 21 days.
If confirmation is required, the Board must also call a members=
meeting to confirm it within the 21 day limit, or put it on the agenda for a
meeting that has already been called. The meeting does not have to be held
within the 21 day limit. If the Board does not wish to comply with the notice
any of the members who requisitioned the meeting can call a members=
meeting for that purpose. This members=
meeting has the full power to pass the by-law or make the decision. This is the
only way that members can adopt a by-law that the Board has not passed.

c) The rules for these requisitions are in section 70 of the
Act.

4.3 Requisition to put a Resolution on the Agenda of a Members=Meeting

a) Five percent of the members can requisition the Directors to
put a resolution on the agenda for the next members=
meeting. They must sign and deliver a notice to the Federation office. The
notice must state the wording of the resolution. This notice may include an
explanation of the resolution of no more than one thousand words. The Board will
include this with the notice.

b) This procedure does not allow the members to:

C pass a by-law unless the
Board has already passed it.

C make a decision unless the
members already had the right to make it without a requisition.

It does allow members to remove a Director under 5.7 of this
by-law.

c) The rules for these requisitions are in section 71 of the
Act.

4.4 Requisition for a Members=
Meeting

a) Five percent of the members can requisition the Directors to
call a meeting for any purpose that is:

C connected with the business
of the Federation.

C is in agreement with the Act.

They must sign and deliver a notice to the Federation office.
The notice must state the purpose for calling the meeting.

b) The Board can include the business of the requisitioned
meeting as part of any meeting that is scheduled during the time period stated
in Section 79 of the Act. It is not necessarily a separate meeting.

c) This right to requisition does not allow the members to pass
a by-law unless the Board has already passed it. This procedure is to be used
when the Board is not calling members=
meetings as often as it should. It does not give the members any authority which
they do not already have.

a) The Board manages and directs the business of the Federation.
It can use all the powers of the Federation, unless the Act or the by-laws say
that a member= s meeting is needed to
decide on a specific matter.

b) The Board must obey the Co-operative Corporations Act, the
Articles of Incorporation and the by-laws of the Federation.

c) The Board can act only by making decisions at Board meetings
that meet the requirements in this by-law.

d) The Board must carry out its responsibilities diligently.

e) The Board can give employees of the Federation whatever
authority it sees fit to manage the business of the Federation.

5.2 Number of Directors

The Board will consist of a minimum of 6 and a maximum of 9
Directors as follows:

C 7 Directors elected by
housing co-operatives. Of these 7, no more than 2 can be from any one
member.

C 1 Director elected by the
local staff association.

C 1 Director elected by the
local operational services groups.

The delegates, or alternates, from each member category can only
vote for the directors that will represent that category.

5.3 Qualifications / Eligibility

a) A candidate for the Board

C must be eighteen years old

C must be mentally competent

C cannot be an undischarged
bankrupt

b) A majority of Directors must be residents of Canada.

c) A Director must be a member, Director or officer of a
corporate member of the Federation.

d) A Director elected to represent a membership category must be
a member, Director or officer of a member approved within that membership
category. This requirement can be waived as stated in 5.10 b.

e) A Director must leave office if that Director no longer meets
any of the above qualifications. When a Director is disqualified, the members
who belong to the category which elected that Director can elect a new Director
to complete the term at a general members=
meeting.

5.4 Term of Office

Directors serve for a 2 year term. The terms will be staggered.

C housing co-operative members
will elect 4 Directors on even numbered years, and 3 Directors on odd
numbered years.

C staff association and
operational service group members will elect Directors.

Each Director shall serve until the beginning of the first Board
meeting following the election or appointment of a successor.

5.5 Electing Directors

a) Members elect Directors. Normally, elections take place at
the annual meeting, but they can be scheduled for another meeting.

b) The voting is by ballot

c) Members must vote for the number of positions available. Any
ballot that does not contain the necessary number of votes will be disqualified.

d) Members can distribute the votes among the candidates in any
way. No candidate can receive more than one vote from any delegate or alternate.

e) Members can vote only during a proper meeting. There must be
a quorum present from the time the ballot box is open until the final vote is
cast. There does not have to be a quorum present while the votes are being
counted or when the results of the vote are announced. If there is a tie and a
quorum is no longer present, then the Board must call a new meeting to complete
the election.

5.6 Election Procedures

a) Notice of the positions to be filled will be given with the
agenda or notice of meeting.

b) The chair can perform the duties of the election officer or
appoint someone else.

c) Members can nominate candidates at the meeting. Any eligible
members may stand for election, (self-nominated).

d) Ballots will be counted by at least two scrutineers appointed
by the members.

e) The candidates who receive the greatest number of votes are
elected to the Board. The election officer announces the results.

f) A second election must be held immediately if there is a tie
for the final position on the Board. In the second election only the candidates
who were tied for the final position can be on the ballot.

g) If a quorum is present any member can ask to have a recount
immediately after the results are announced. The count will be done in front of
the members present. The detailed results of a recount will be announced.

h) After the election, the election officer must return the
ballots to the ballot box. The ballots must be kept in a sealed container in the
Federation office for 7 days. Then the officer can destroy the ballots.

i) During the 7 day period, 10 per cent of the members can
requisition a special members= meeting
to recount the votes. If this happens, the ballots must be kept until the
requisitioned meeting. A recount will happen as described in 5.6 of this by-law.

5.7 Directors can Recommend Removal

a) The Board can recommend that members remove a Director if the
Director

Cis absent from 3 Board
meetings annually without regrets**

C has broken the
confidentiality rules in Article 10 of this by-law

C has not declared a conflict
of interest where one exists.

C has not carried out the other
responsibilities of a Director.

C has broken the Federation=
s by-laws.

b) The Board must give written notice to the Director of the
Board meeting held to discuss the recommendation. The notice must state:

C the time and place for the
meeting

C the reason for the
recommendation.

c) Notice must be given to the Director at least 7 days before
the meeting.

d) The Director can appear and speak at that Board meeting.
The Board decides and votes on the recommendation without the Director
present.

e) If the Board votes to recommend the removal of a Director,
it must present a resolution to the next members=
meeting. The members must then make the final decision.

5.8 Members can Remove Directors

a) Each member group can remove a Director elected by that
member group before the Director= s
term ends.

b) The majority of the delegates or alternates who represent
the group must vote to remove a Director. They must vote at a general members=
meeting called for that purpose.

c) Notice that a motion will be made to remove a Director must
be given at least 10 days before the meeting.

d) A motion to remove the entire Board will not take effect
until such time as an election to replace the Directors can take place.

5.9 Resigning from Office

a) A Director can resign by giving written notice delivered to
the Federation office.

b) The resignation will not take effect until the Board
accepts it. The Board must accept any resignation at the first meeting after
it is received, unless it is withdrawn.

c) Where a Director loses eligibility their status as a
Director will be terminated immediately and deemed to have been accepted by
the Board.

5.10 Vacancy

a) When members remove a Director, the members of that
membership category can elect any qualified person to replace the Director for
the rest of the term of the former Director. If the members do not do this,
then 5.10 b applies.

b) When vacancies occur for any other reason, an election must
be held at the next general members=
meeting.

c) If no quorum of Directors remains in office, the remaining
Directors must call a members=
meeting to fill the vacancies. At that meeting the members elect Directors to
serve the rest of the terms of the former Directors.

5.11 Board Meetings

a) Board meetings must take place in the area served by
the Federation.

b) The Board must hold regular meetings on a date decided at
the previous meeting, or at a regular time set by the Board. There is no need
to give notice of regular meetings. The agenda and relevant material will be
delivered to the Directors no less than 48 hours before the meeting.

c) The Board can hold special meetings. A special meeting can
be called by a decision of the Board, by the President or Vice-President, or
by a quorum of Directors. Each Director must be given at least 3 days notice.
The notice must state the general nature of the meeting=
s business. No agenda or material need be distributed prior to the meeting.

d) Directors can give up their right to a notice. This must be
done in writing

e) No notice of a meeting is necessary for newly elected or
appointed Directors if:

C the meeting is held
immediately after the election of the Directors.

C the meeting has just
appointed a Director to fill a vacancy on the Board.

f) The chair of the Board meetings can be either the President
or another person chosen by the Board.

g) A majority vote is needed to make decisions unless this
by-law states differently.

h) This by-law= s
procedures for members= meetings and
the Rules of Order also apply to Board meetings except when this by-law states
differently.

5.12 Quorum

a) Quorum means the minimum number of Directors who must
be present for a Board to hold a meeting and make decisions. A quorum must be
present to transact any business.

a) The Board must elect a President, a Vice President, a
Corporate Secretary and a Treasurer once a year or more often, if necessary. The
Board can elect other officers if they consider it necessary.

b) The President must be a Director of the Federation who has
been elected by housing co-operatives.

c) The Vice-President must be an elected Director.

d) Other Officers need not be elected Directors so long as they
are a member, Director, or officer of a corporate member of the Federation.

e) Officers must be elected by a vote of the majority of the
Board members present.

6.2 Duties of the Officers

The Board decides what powers and duties the Officers will have.
These powers and duties must follow the terms of this By-law.

6.3 Duties of the President and Vice-President

a) The President:

C gives leadership to the
Federation.

C follows the decisions
approved at Board and members=
meetings.

C chairs all meetings of the
Board and members.

C signs all legal documents
requiring the President= s
signature.

b) The Vice-President performs all the duties of the President
when the President is absent, refuses to act as President or is unable to act as
a President.

c) The President and Vice-President work together to carry out
the above responsibilities. They decide how they will share them. They review
their roles regularly to make sure they are carrying out all their
responsibilities.

6.4 Duties of the Corporate Secretary

a) The Corporate Secretary must ensure that:

C all required notices of Board
and members= meetings are given.

C all the necessary documents
for Board and members= meetings
are provided, including minutes.

C complete minutes of all Board
and members= meetings are kept up
to date.

C all necessary notices are
filed with the Ministry of Financial Institutions.

C a copy of all new by-laws is
given to the members as soon as possible after they are confirmed.

b) The Corporate Secretary must also ensure that these records
be kept:

C a copy of the Articles of
incorporation and the by-laws of the Federation, signed and sealed.

C the names, in alphabetical
order, of every present and past member of the Federation for the last ten
years and their complete address while a member.

C the names of every person who
owes or has owed money to the Federation and their complete address while in
debt. The list must not include debt obligation in bearer form. The list
must include the class or series and principal amount of the debt.

C the names, complete addresses
and occupation of all present and past Directors of the Federation,
including the dates of their terms in office.

C a signed, approved copy of
the minutes of all meetings of the Board and members=
meetings.

6.5 Duties of the Treasurer

a) The Treasurer must understand and review the Federation=
s finances and report on them to the Board and the members. The Member Services
Co-ordinator is responsible for the day-to-day management of the Federation.

b) The Treasurer must ensure that:

C funds are deposited in a
credit union or any other type of bank that the Board decides.

C there are proper accounting
records.

C that the Board receives
financial statements as required.

c) Credit unions will be the preferred financial institution for
the Federation.

6.6 Transfer of Powers

The Board can transfer all or any of the powers of an Officer to
another Director if the officer is absent or unable to act. A majority of the
Board members present must agree to this transfer.

6.7 Directors can remove Officers

a) A majority of the Board members present can remove the title
and duties of any officer by resolution at any time, and for any reason. Notice
of this decision must be given to all Directors.

b) The Officer is entitled to the opportunity to be heard at the
meeting.

6.8 Resignation of Officers

An Officer can resign by giving written notice to the President
or the Federation office. The resignation takes effect when the Board accepts
it. The Board must accept any resignation at the first meeting after it is
received, unless it is withdrawn.

If, for any reason, any office becomes vacant, The Directors
will, by resolution, elect or appoint a person to fill such vacancy.

C should provide a job
description for each staff position where appropriate. The job description
states the responsibilities and authority of the position.

C and members must pass a
special resolution if they want to employ an outside agency to provide
management services.

b) The Member Services Co-ordinator cannot hold a seat on the
Board.

7.2 Supervision of Staff

a) The Board is the final authority for the Federation in
relation to employees. It sets the terms of employment.

b) The employees work under the instructions of the Board. The
personnel policy or job description may state that some employees will work
under the instruction of a senior employee.

c) Employees must provide any information about their position
that the Board asks for.

7.3 Management Reviews

The Board must regularly review the management and
administrative structure of the Federation. It can make any changes to increase
the ability of the Federation to reach the objectives contained in the Articles
of Incorporation.

The rules for the liability of Directors and Officers are in
Section 110 of the Act.

a) Directors and Officers can be legally responsible for their
actions if they do not perform their duties, or disobey any terms of the Act or
any other law.

b) If Directors or Officers perform their duties in the best
interests of the Federation, and obey the Act and any other law, they will not
be legally responsible for matters that are out of their control

8.2 Legal Costs of Directors

The rules for the compensation of Directors and Officers are in
Section 110 (1) of the Act.

a) If Directors and Officers have acted legally and performed
their duties in the best interests of the Federation, the Federation will
compensate them for all legal costs. This applies to the Directors=
.. heirs, and personal and legal representatives.

b) Even if there is a question about the performance of their
duties or the legality of their acts, the Federation will compensate Directors
and Officers for legal costs if they successfully defend themselves.

8.3 Legal Costs of Employees and Agents

a) Employees and agents of the Federation can be legally
responsible for their actions if they disobey any terms of the Act or any other
law.

b) If they have acted legally and in the best interests of the
Federation, the Federation will compensate them for all legal costs.

c) If an employee or agent reaches a settlement before the end
of any legal action, that does not necessarily mean that the employee or agent
acted illegally.

8.4 Compensation After a Successful Defence

The rules for compensation after a successful defence are in
Section 110 (2) of the Act.

If Directors, Officers, employees or agents successfully defend
themselves in any legal action, the Federation will compensate them for all
legal costs.

8.5 Insurance Covering Compensation

The rules for the purchase of insurance covering compensation
are in Section 110 (3) of the Act.

The Federation will purchase insurance to cover the cost of the
compensation, except for costs that result from disobeying section 108 of the
Act.

All Officers, Directors, committee
members and employees must carry out their duties honestly, in good faith and in
the best interests of the Federation rather than their own interests.

10.2 Payment of Directors and Officers

a) Directors and Officers serve without payment of any kind.
However, they have the right to be paid for travel or other expenses while doing
business for the Federation as long as the expenses are reasonable. The Board
must authorize these expenses. These expenses must meet the guidelines and
limits set by the Board. Directors and Officers cannot receive compensation for
lost income while doing business for the Federation.

Directors and Officers cannot enter into any contracts with the
Federation. This does not apply to contracts for instructors or meeting
facilitators.

b) Directors and Officers hired by the Federation to a paid
position must resign from office. A paid position includes:

C full or part-time permanent
employee

C full or part-time temporary
(contract) employee

C consultant hired at an hourly
rate

10.3 Types of Conflict of Interest

a) A conflict of interest is when someone benefits personally in
any way from a decision of the Federation. This Article covers conflicts of
interest of Officers, Directors, committee members and employees. It also covers
all persons in their households and relatives.

b) A conflict of interest can happen when someone:

C makes or takes part in a
decision affecting the Federation=
s affairs and

C has a financial or other
interest in, or gets a benefit from, the result of that decision.

c) Examples of conflict of interest are:

C the Federation signs a
contract with a Director, Officer, committee member or employee, or a
company in which they, their household members or relatives, have a
financial interest or any stock.

C a Director, Officer,
committee member or employee or their household member, friend or relative
is involved personally in a complaint to the Board.

There are other types of conflict of interest. The Federation
should deal with them by using the principles contained in this article.

10.4 Deciding if there is a Conflict of Interest

The facts of each case are different, and careful judgement is
needed to decide whether or not there is a conflict of interest. Members should
follow the procedures below.

10.5 Procedures when there is a Conflict of Interest

a) When a Director has or may have a conflict of interest they
must follow this procedure.

C the Director should declare
the conflict of interest at the Board meeting considering the matter.

C if a Director does not
declare a conflict of interest, but another Director is aware of one, the
other Director can bring it up at a meeting.

C the Board then decides
whether there is a conflict of interest.

C if there is a conflict of
interest, the Director cannot vote on the matter and must not be present
during any of the meetings discussing the matter unless otherwise decided by
the remaining Directors.

b) When a committee member has or may have a conflict of
interest, the committee must follow the same procedure as the Board. If there is
a dispute, the matter can be appealed to the Board. The Board decision is final.

c) An employee who has or may have a conflict of interest must
report it to the employee= s
supervisor and follow the supervisor=
s direction.

d) If any member or officer acting for the Federation has or may
have a conflict of interest, that person must report it to the Board. The Board
must decide on the matter.

10.6 Personal Relationships

Sometimes decisions have to be made which affect the friends or
relatives of Officers, Directors and committee members. If the relationship is
close enough, there may be a conflict of Interest.

10.7 Members=
Conflict of Interest

At members= meetings,
all members can take part in discussions and vote as they wish, even if they
have a conflict of interest. However, members must declare the conflict of
interest before taking part in the discussion. They should try to act in the
best interests of the Federation as a whole.

Every member and potential member will have a file. Contents of
the file will include:

C correspondence

C financial transactions

C general information

C reports generated from
services provide to the member.

Members have the right to see their own files and financial
accounts during Federation office hours. Members may have to make an
appointment. If any member believes that there is an error in their files or
accounts, Federation staff should try to correct the problem. If staff does not
think there is a mistake, they should explain the record to the member. If the
member is still not satisfied, the member can take the matter to the Board by
sending a letter or attending a Board meeting.

A Members@
is defined as authorized Board members of co-op members or executives of other
member groups.

11.2 Confidentiality of Board Business

a) Occasionally Directors discuss confidential matters. All
Directors must keep these matters secret, even after they are no longer
Directors.

Confidential Matters are:

C personal and financial
information about members and their employees.

C personal information about
Federation employees .

C information about Federation
business which should be kept secret to protect the Federation.

b) Officers, employees or members sometimes learn confidential
information. They must keep that information secret and not pass it on to anyone
else.

c) When the Board discusses confidential matters, the minutes of
these discussions must be kept in a separate minute book. Only Board members can
see the confidential minutes.

d) Directors must decide which items are confidential. They
should remember that members have the right to be fully informed about the
Federation= s business. They must have
a good reason for keeping something confidential.

e) A member can appeal to the membership a Board decision that
is based upon their personal or confidential information. When this happens all
relevant information can be given to the membership including that confidential
or personal information.

The Fiscal year shall end on the
last day of August of each year, or on any other day which the Board decides by
resolution.

12.2 Auditor

a) The members of the Federation appoint an auditor at each
annual members= meeting. The auditor
can be either a Chartered Accountant or a Chartered Accountant Firm. The auditor
stays in office until the members appoint the next auditor.

b) Sections 124 and 125 of the Act state how to remove an
auditor and appoint a new auditor.

c) The auditor must have access to the books, accounts and
vouchers of the Federation at all reasonable times.

d) The Directors, employees and officers of the Federation must
provide any information and explanations which the auditor needs.

e) Section 126 of the Act states who cannot be appointed as
auditor.

12.3 Auditor= s
Report

The rules for the duties of the auditor are in section 127 of
the Act.

The auditor must:

C prepare the report and
financial statement of the Federation. This report and financial statement
must be presented at the next annual members=
meeting.

C must attend any members=
meeting if a member asks and gives notice to the Federation five or more
days before the meeting.

C answer any questions about
the report.

The auditor= s report
must be read to the members at the Annual General Members=
Meeting.

12.4 Signing Officers

a) The president, Vice-president. Secretary and Treasurer will
be signing officers. The Board may decide to appoint a Director-at-Large as a
signing officer to facilitate the cheque signing process.

b) All cheques or other negotiable documents must be signed by
two signing officers. Officers must not sign blank cheques.

Before signing a cheque or other negotiable document the
officers must make sure that the expense has been properly approved.

c) All other documents must be signed by two signing officers.
This includes any written commitment of the Federation such as an employment
contract. This does not include regular correspondence.

The Board can make a specific decision to appoint any officer,
Director or employee to sign documents, or any class of documents for the
Federation.

d) Signing officers must have Board approval before making
obligations for the Federation.

e) Anyone who has the authority to sign documents can also affix
the corporate seal.

12.5 Investment of Federation Funds

a) The Board can invest Federation funds in government bonds,
treasury bills or other securities backed by the government of Canada or
Ontario. The Board can deposit funds with a:

C credit union

C chartered bank

C trust company

C Province of Ontario Savings
Office

The Board must not invest Federation funds in any investment or
security other than those above without the approval of the members.

b) To help promote co-operative principles, the Board should
endeavor to deal with a Credit Union.

c) If there are any reserves or special funds, money earned on
them should be put into general revenue.

12.6 Distribution of Surplus

During each fiscal year, the Federation must put the surplus
money from its business in the operating fund for later use. The Board decides
the purpose of this fund and can invest the money in this fund as it sees fit.